THIRD SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture), dated as of February 16, 2021, between BIOGEN INC., a Delaware corporation (the Company), and U.S. Bank National Association, a national association, as Trustee (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of September 15, 2015 (the Base Indenture, and as supplemented by this Third Supplemental Indenture, the Indenture), to provide for the issuance by the Company from time to time of Securities to be issued in one or more Series as provided in the Base Indenture;
WHEREAS, the issuance and sale of a new Series of the Securities of the Company designated as its 3.250% Senior Notes due February 15, 2051 (the Initial Notes and, together with any Exchange Notes (as defined herein) issued therefor as provided herein, the Notes) have been authorized by resolutions adopted by the Board of Directors of the Company;
WHEREAS, the Company desires to issue and sell $700,731,000 aggregate principal amount of the Initial Notes on the date hereof;
WHEREAS, Sections 2.2 and 8.1 of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Base Indenture to provide for the issuance of and to establish the form or terms and conditions of Securities of any Series as permitted by the Base Indenture;
WHEREAS, the Company desires to establish the form, terms and conditions of the Notes; and
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid supplement to the Base Indenture according to the terms of both the Base Indenture and this Third Supplemental Indenture have been done;
NOW, THEREFORE, for and in consideration of the premises stated herein and the exchange of the Initial Notes by the Holders thereof, the parties hereto hereby enter into this Third Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Notes, as follows:
Section 1.1. Certain Terms Defined in the Base Indenture.
For purposes of this Third Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture, as amended hereby.